Ventas, Inc. · NYSE:VTR

Ventas — Merger or Acquisition (June 2014)

14 slides from Ventas's merger presentation, Jun 2, 2014

  1. Slide 1: Ventas to Acquire ARC Healthcare for $2.6B and 29 Canadian SHOP Assets for $900M

    Ventas to Acquire ARC Healthcare for $2.6B and 29 Canadian SHOP Assets for $900M June 2, 2014

  2. Slide 2: Key Highlights and Terms of Transactions

    Key Highlights and Terms of Transactions • Acquisition of American Realty Capital Healthcare Trust, Inc. (NASDAQ: HCT), a publicly traded Summary of diversified healthcare REIT (“ARC Healthcare”) Transactions • Acquisition of 29 Canadian independent living seniors housing assets to be managed by Atr

  3. Slide 3: High-Quality and Diversified Portfolio of Assets

    High-Quality and Diversified Portfolio of Assets Summerhill Villa, Santa Clarita, CA • Total of 143 properties, comprised of: − 78 medical office buildings − 29 seniors housing operating communities − 13 seniors housing triple-net properties Reliant Rehabilitation, Dallas, TX − 14 skilled nursing fa

  4. Slide 4: Premiere Canadian Seniors Housing Operating Assets

    Premiere Canadian Seniors Housing Operating Assets Lethbridge, Lethbridge, AB • 100% private‐pay independent living seniors housing communities with an average age of 14 years • Geographically diverse portfolio located in 7 of the 10 Canadian provinces Chateau de Champlain, St. John, NB − Portfolio

  5. Slide 5: ARC Healthcare Portfolio Detail

    ARC Healthcare Portfolio Detail Top Tenants / Operators by NOI1,2 Portfolio Detail • 78 properties • 4M square feet • 77% on-campus / affiliated Arbor Company MOBs (SHOP) • 71% investment grade • Minimal rollover; low CapEx required Platinum Healthcare • 8 year average remaining lease term1 (SH NNN

  6. Slide 6: Geographic Diversification and International Expansion

    Geographic Diversification and International Expansion MOBs: On Campus MOBs: Off Campus Seniors Housing - NNN Seniors Housing - RIDEA Hospitals SNFs 6 Note: Map includes all 29 Canadian independent living seniors housing assets and 141 assets acquired from ARC Healthcare; excluding ARC Healthcare’s

  7. Slide 7: Strong Balance and Diversification

    Strong Balance and Diversification Current1,2 Pro Forma2,3 + Canadian Assets + ARC Healthcare Loans, JVs & Other Loans, JVs & Other U.S. Hospitals Seniors U.S. Hospitals 4% Seniors Housing 7% NNN Housing 24% NNN MOBs MOBs 18% SNFs SNFs 18% 30% Seniors Seniors Housing Housing Operating Operating 74%

  8. Slide 8: Excellent Tenant/Operator Diversification

    Excellent Tenant/Operator Diversification Current1,2 Pro Forma2,3 + Canadian Assets + ARC Healthcare Atria Atria Kindred Kindred Other Other Sunrise Sunrise Brookdale & Brookdale & Emeritus Emeritus Elmcroft Elmcroft Top 3 Tenants / Operators: 40% Top 3 Tenants / Operators: 38%2 Source: Company fili

  9. Slide 9: Acquired SHOP Portfolio are the Best Assets, in the Best Markets, with the Best Operators

    Acquired SHOP Portfolio are the Best Assets, in the Best Markets, with the Best Operators U.S. Demographic Trends Household Income Above U.S. and Canadian Medians • The 75+ cohort is growing 6x faster than the rest of the $61,559 $59,408 population • Employment +1.2% and home prices +13% in 2013, $5

  10. Slide 10: Key Financial Detail

    Key Financial Detail  $1.8B direct equity issuance at Aggregate Value ($B) $67.13 per share ARC Healthcare - Equity $2.0 ARC Healthcare - Net Debt1 0.9  $1.7B debt financing at attractive Holiday Canada 0.9 rates Total $3.8  Total combined NOI of $225M to Assumed Funding ($B) $230M Equity Conside

  11. Slide 11: Key Takeaways

    Key Takeaways  Solidifies position as global leader in MOBs and seniors housing  Consistent with Ventas’s strategy  Adds to and expands tenant/operator relationships  Bolsters Atria footprint and Canadian market presence  Accretive to Ventas shareholders  Balance sheet and credit stats remain

  12. Slide 12: Forward-Looking Statements

    Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of ex

  13. Slide 13: Additional Information about the Proposed Transaction and Where to Find it

    Additional Information about the Proposed Transaction and Where to Find it In connection with the proposed transaction, Ventas expects to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will contain a proxy statement of ARC Healthc

  14. Slide 14: Ventas to Acquire ARC Healthcare for $2.6B and 29 Canadian SHOP Assets for $900M

    Ventas to Acquire ARC Healthcare for $2.6B and 29 Canadian SHOP Assets for $900M June 2, 2014

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